Terms of Service

Exhibit A

Terms of Service

• SAAS Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with these Terms and the Order Form. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.

• Restrictions and Responsibilities.

1. 1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
   2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
   3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect in the Terms and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
   4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
   5. Company operates an automated communication system that sends messages to consumers based on consumer and debt information provided by Customer. Company’s system generates and sends standardized communications through text messages or emails containing links to a payment portal. While Company manages the content and timing of these communications, the parties’ compliance responsibilities are allocated as follows:
      1. Customer shall: (i) provide accurate consumer and debt information; (ii) ensure it has proper authorization to share such information with Company; (iii) maintain compliance with all applicable laws and regulations governing debt collection, including but not limited to the Fair Debt Collection Practices Act (FDCPA), Fair Credit Reporting Act (FCRA), and state-specific debt collection laws; (iv) ensure it has proper consent or authorization to contact consumers through the channels used by the Services; (v) maintain appropriate licenses and registrations required for debt collection in applicable jurisdictions; and (vi) promptly notify Company of any regulatory inquiries, complaints, or legal proceedings related to the Services.
      2. Company shall: (i) maintain compliance with telecommunications regulations including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and Electronic Communications Privacy Act (ECPA) in the delivery of communications; (ii) implement reasonable measures to ensure communications are sent at appropriate times as defined by applicable laws; (iii) maintain a compliant opt-out mechanism for consumers; and (iv) provide a compliant payment portal that meets payment card industry (PCI) standards.
   6. The parties acknowledge that debt collection activities are subject to varying state laws and regulations. Company’s system is designed to accommodate state-specific requirements regarding communication timing, content, frequency, and disclosures. Customer is responsible for informing Company of any specific state requirements applicable to its accounts, and Company will make commercially reasonable efforts to implement appropriate state-specific protocols.
   7. The parties acknowledge that debt collection regulations evolve over time. Company will make commercially reasonable efforts to update the Services to reflect material regulatory changes, but Customer remains ultimately responsible for ensuring its debt collection practices comply with current laws and regulations.
   8. Customer acknowledges that Company operates as a technological vendor providing automated debt collection communication services and payment processing capabilities through its white-labeled solution, and that Customer remains the debt collector for regulatory purposes.
   9. Company provides an automated debt collection communication system that facilitates debt collection through digital communications in a TCPA-compliant way. The system includes a white-labeled consumer portal for payment processing through third-party providers including NMI and Finix.
   10. Customer shall undertake full responsibility to ensure, prior to entering into any agreement for the procurement of the Company’s services or products, that the acquisition and use of any interface or connector designed to facilitate the data exchange between the Company’s product and third-party products utilized by the Customer do not contravene any existing licensing agreements, terms of service, or other contractual arrangements between the Customer and the respective third parties. By executing an agreement for the Company’s services and products, the Customer expressly acknowledges and accepts these terms, and thereby assumes complete liability for any damages arising from the use of the purchased interface or connector in the event that the Company was not duly notified of any potential conflicts prior to the Customer’s subscription to the Company’s services and products.
   11. Information Supplied “As Is”: The information provided to the Customer by the consumers, or their official representatives, who utilize Avtal’s products and services (hereinafter referred to as “the Consumers”), including but not limited to, medical forms, demographic, and insurance information, etc., is supplied on an “as is” basis. In the event that the Customer identifies any of this information as incorrect, in whole or in part, the Customer shall not hold the Company liable for such inaccuracies.
   12. Avtal does not bear responsibility for the security, functionality, or performance of third-party or home-grown software, and the Customer assumes full responsibility for ensuring that any data exchange complies with relevant legal and compliance standards and/or TOS of the third-party software. 
   13. The Company reserves the right to change, update, or modify these Terms at any time in its sole discretion. The Company will provide notice of any material changes through: (i) email to Customer’s designated administrator at least thirty (30) days before the changes take effect; (ii) prominent notice on the Services dashboard; or (iii) other reasonable means. If Customer does not agree to the updated Terms, Customer must notify Company in writing within fifteen (15) days of receiving notice. Upon such notification, the parties will attempt in good faith to resolve any concerns. If the parties cannot reach agreement, Customer may continue using the Services under the previous Terms until the end of the current billing cycle, after which Customer may terminate the Agreement without penalty. Customer’s continued use of the Services after the effective date of any changes (and after the 15-day rejection period) constitutes acceptance of the modified Terms. If Customer provides notice of rejection but continues to use the Services after the end of the current billing cycle, such use constitutes acceptance of the modified Terms. Company will maintain a record of material changes to these Terms, which will be made available to Customer upon request.

• Confidentiality; Proprietary Rights.

1. 1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.
   2. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
   3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

• Data Protection and Security.
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1. 1. Company implements and maintains reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, use, alteration, or destruction. These measures include encryption of sensitive data, access controls, secure development practices, vulnerability management, and regular security assessments. Company will promptly notify Customer of any confirmed breach affecting Customer Data.
   2. Company complies with applicable data protection laws and regulations, including but not limited to the California Consumer Privacy Act (CCPA), the Gramm-Leach-Bliley Act (GLBA), and other state privacy laws as applicable to financial data and debt collection activities. Company will process Customer Data only as necessary to provide the Services and as otherwise permitted by this Agreement.
   3. In the event of a confirmed breach affecting Customer Data, Company will: (i) notify Customer within 72 hours of confirmation; (ii) take reasonable steps to mitigate harm and secure Customer Data; (iii) provide Customer with details of the breach, affected data, and remediation efforts; and (iv) cooperate with Customer’s reasonable investigation.
   4. Company will: (i) process Customer Data only as necessary to provide the Services; (ii) limit access to authorized personnel with a need to know; (iii) require confidentiality commitments from personnel and subprocessors; (iv) return or delete Customer Data upon termination as specified in Section 5; and (v) not sell, rent, or otherwise commercialize Customer Data.
   5. Company may engage subprocessors to assist in providing the Services. Company will impose data protection terms on subprocessors no less protective than those in this Agreement and remains responsible for subprocessors’ compliance with such terms.

• Payment of Fees.

1. 1. Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than fifteen (15) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
   2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company fifteen (15) days after the e-mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
   3. Company has the right to increase the fees paid to Avtal once annually with a thirty (30) days prior notice by the rate equal to the official inflation rate reported by the U.S. Bureau of Labor Statistics.

• Term and Termination.
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1. 1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
   2. In addition to any other remedies, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

• Warranty and Disclaimer.
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• Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

• • • Limitation of Liability.
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    • NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.